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9 D +H USA Corporation (9115/98) NEBRASKA ITEM 1275L3 (021914) Creative Thinking, Inc. - www.oedne.com 2 01602603 perform in a timely manner (if there are no prior deeds of trust, a Schedule 13 shall not be attached). If there are any prior deeds of trust then Grantor agrees to pay all amounts owed, and perform all Obligations required, wider such deeds of trust and the indebtedness secured thereby. 4. TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN GRANTORS OR BORROWERS. In the event of a sale, conveyance, lease, contract for deed, or transfer to any person of all or any part of the real property described in Schedule A, or any interest therein, or of all or any beneficial interest in Borrower or Grantor (if Borrower or Grantor is not a natural person or persons but is a corporation, (united liability company, partnership, trust, or other legal entity), Lender may, at its option, declare the outstanding principal balance of the Obligations plus accrued interest thereon immediately due and payable. At Lender's request, Grantor or Borrower, as the case may be, shall furnish a complete statement setting forth all of its stockholders, members, or partners, as appropriate, and the extent of their respective ownership interests. 5. ASSIGNMENT OF RENTS. In consideration of the Obligations which are secured by this Deed of Trust, Grantor absolutely assigns to Lender all Grantor's estate, right, title, interest, claim, and demand now owned or hereafter acquired in all existing and flame leases of the Property (including extensions, renewals, and subleases), all agreements, for use and occupancy of the Property (all such leases and agreements, whether written or oral, are hereafter referred to as the "Leases "), and all guaranties of lessees' performance under the Leases, together with the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues, profits, and other income of any nature now or hereafter due (including any income of any nature coining due during any redemption period) under the Leases or from or arising out of the Property, including minimum rents, additional rents, percentage rents, parking or common area maintenance contributions, tax and insurance contributions, deficiency rents, liquidated damages following default in any Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Property, all proceeds payable as a result of a lessee's exercise of an option to purchase the Property, all proceeds derived from the termination or rejectiou of any Lease in a bankruptcy or other insolvency proceeding, and all proceeds from any rights and claims of any kind which Grantor may have against any lessee under the Leases or any occupants of the Property (all of the above are hereafter cumulatively referred to as the "Rents "). This assignment is subject to the right, power, and authority given to Lender to collect and apply the Rents. This assignment is recorded in accordance with applicable state law; the lien created by this assignment is intended to be specific, perfected, and choate upon the recording of this Deed of Trust, all as provided by applicable state law as amended from time to time. As long as there is no default under the Obligations or this Deed of Tmst, Lender grants Grantor a revocable license to collect all Rents from the Leases when due and to use such proceeds iu Grantor's business operations. However, Lender may at any time require Grantor to deposit all Rents into an account maintained by Grantor or Lender at Lender's institution. Upon default in the payment of, or in the performance of, any of the Obligations, Lender may, at its option, take possession of the Property and have, hold, manage, lease, and operate the Property on teens and for a period of time that Lender deems proper. Lender may proceed to collect and receive all Rents from the Property. and Leuder shall have full power to periodically snake alterations, renovations, repairs, or replacements to the Property as Lender may deem proper. Lender may apply all Rents in Lender's sole discretion to payment of the Obligations, or to the payment of the cost of such alterations, renovations, repairs and replacements, and any expenses incident to taking and retaining possession of the Property and the management and operation of the Property. Lender may keep the Property properly insured and may discharge any taxes, charges, claims, assessments, and other liens which may accrue. The expense and cost of these actions may be paid from the Rents received, and any unpaid amounts shall be added to the principal of the Obligations. These amounts, together with other costs, shall become part of the Obligations secured by this Deed of Trust. As used in this Paragraph 5, the term "Lender" refers to Lender and any nominee of Leader who is named as beneficiary on page 1. 6. LEASES AND OTHER AGREEMENTS. Grantor shall not take or fail to take any action which may cause or permit the tennination or the withholding of any payment in connection with any Lease pertaining to the Property. In addition, Grantor, without Lender's prior written consent, shall not: (a) collect any monies payable under any Lease more than one month in advance; (b) modify any Lease; (c) assign or allow a lien, security interest, or other encumbrance 10 be placed upon Grantor's rights, title, and interest in and to any Lease or the amounts payable thereunder, or (d) terminate or cancel any Lease except for the nonpayment of any sum or other nuaterial breach by the other party thereto. If Grantor receives at any time any written communication asserting a default by Grantor under any Lease or purporting to terminate or cancel any Lease, Grantor shall promptly forward a copy of such couununnication (and any subsequent communications relating thereto) to Lender. All such Leases and the amounts due to Grantor thereunder are hereby assigned to Lender as additional security for the Obligations. 7. COLLECTION OF INDEBTEDNESS FROM THIRD PARTY. Lender shall be entitled to notify or require Grantor to notify any third party (including, but not Invited to, lessees, licensees, govenunental authorities, and insurance companies) to pay Lender any indebtedness or obligation owing to Grantor with respect to the Property (cumulatively "Indebtedness ") whether or not a default exists under this Deed of Trust. Grantor shall diligently collect the Indebtedness owing to Grantor from these third parties until the giving of such notification. In the event that Grantor possesses or receives possession of any instruments or other remittances with respect to the Indebtedness following the giving of such notification or if the instnuueuts or other remittances constitute the prepayment of any Indebtedness or the payment of any insurance or condemnation proceeds, Grantor shall hold such irnstnuments and other remittances in trust for Lender apart from its other property, endorse the instruments and other remittances to Lender, and immediately provide Lender with possession of the instnunents and other remittances. Lender shall be entitled, but not required, to collect (by legal proceedings or otherwise), extend the tune for payment, compromise, exchange, or release any obligor or collateral, or otherwise settle any of the Indebtedness whether or not au Event of Default exists under this Deed of Trust. Lender shall not be liable to Grantor for any action, error, mistake, omission, or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Notwithstanding the foregoing, nothing herein shall cause Lender to be deemed a mortgagee-in-possession. 8. USE AND MAINTENANCE OF PROPERTY. Grantor shall take all actions and niake any repairs needed to maintain the Property in good condition. Grantor shall not couunit or permit any waste to be committed with respect to the Property. Grantor shall use the Property solely in compliance with applicable law and insurance policies, Grantor shall not make any alterations, additions, or improvements to the Property without Lender's prior written consent. Without limiting the LPNE518 CxeatDocs' (Page 3 of 9) 50210 (3/14)